--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES XXX XXXXXXXX XXXXXXXXXX
XXXXXXXXXX, X.X. 00000
------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
------------------------
ESSEX INTERNATIONAL INC.
(NAME OF SUBJECT COMPANY)
SUT ACQUISITION CORP.
SUPERIOR TELECOM INC.
(BIDDERS)
------------------------------
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
------------------------------
297025 10 8
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------------
XXXXXX X. XXXXXX
SUT ACQUISITION CORP.
SUPERIOR TELECOM INC.
0000 XXXXXXXX
XXX XXXX, XXX XXXX 00000-0000
(000) 000-0000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE BIDDER)
------------------------------
COPY TO
XXXXXX X. XXXX, ESQ.
PROSKAUER ROSE LLP
0000 XXXXXXXX
XXX XXXX, XXX XXXX 00000
(000) 000-0000
CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE
$721,988,320 (1) $144,398
(1) Calculated by multiplying $32.00, the per share cash tender offer price, by
22,562,135, the number of shares of Common Stock being sought in the tender
offer.
/ / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: Filing Party:
Form or Registration No.: Date Filed:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SCHEDULE 14D-1
CUSIP NO. 297025 10 8 Page 2 of 3 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS: SUT Acquisition Corp.
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON: Applied For
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) /X/
(b) / /
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*:
BK
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) OR 2(f)
/ /
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
--------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
--------------------------------------------------------------------------------
(7) SOLE VOTING POWER:
13,254,187 shares of Common Stock (right to acquire)
--------------------------------------------------------------------------------
(8) SHARED VOTING POWER:
0
--------------------------------------------------------------------------------
(9) SOLE DISPOSITIVE POWER:
13,254,187 shares of Common Stock (right to acquire)
--------------------------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER:
0
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
13,254,187 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*:
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
47.7%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*:
CO
--------------------------------------------------------------------------------
SCHEDULE 14D-1
CUSIP NO. 297025 10 8 Page 3 of 3 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS: Superior TeleCom Inc.
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON: 00-0000000
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) /X/
(b) / /
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*:
BK
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) OR 2(f)
/ /
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
--------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
--------------------------------------------------------------------------------
(7) SOLE VOTING POWER:
13,254,187 shares of Common Stock (right to acquire)
--------------------------------------------------------------------------------
(8) SHARED VOTING POWER:
0
--------------------------------------------------------------------------------
(9) SOLE DISPOSITIVE POWER:
13,254,187 shares of Common Stock (right to acquire)
--------------------------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER:
0
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
13,254,187 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*:
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
47.7%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*:
CO, HC
--------------------------------------------------------------------------------
This Tender Offer Statement on Schedule 14D-1 (the "Statement") relates to
the offer by SUT Acquisition Corp., a corporation organized and existing under
the laws of the State of Delaware ("Purchaser") and a wholly owned subsidiary of
Superior TeleCom Inc., a corporation organized and existing under the laws of
the State of Delaware ("Parent"), to purchase up to 22,562,135 shares of common
stock, par value $0.01 per share (the "Shares"), of Essex International Inc., a
corporation organized and existing under the laws of the State of Delaware (the
"Company"), at a price of $32.00 per Share, net to the seller in cash (subject
to applicable withholding of taxes), without interest, upon the terms and
subject to the conditions set forth in Purchaser's Offer to Purchase, dated
October 28, 1998 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"), copies of which are filed herewith as
Exhibits (a)(1) and (a)(2), respectively.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is Essex International Inc. and its
principal executive offices are located at 0000 Xxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxx
00000.
(b) The class of equity securities and the exact amount of such securities
being sought are 22,562,135 shares of common stock, par value $0.01 per share,
of the Company. As of October 20, 1998, there were 27,768,782 Shares issued and
outstanding, as represented by the Company in the Agreement and Plan of Merger,
dated as of October 21, 1998, among Parent, Purchaser and the Company. The
information set forth in the Introduction and Section 1 ("Terms of the Offer;
Proration; Expiration Date") of the Offer to Purchase is incorporated herein by
reference.
(c) The information concerning the principal market in which the Shares are
traded and certain high and low sales prices for the Shares in such principal
market is set forth in Section 6 ("Price Range of Shares; Dividends") in the
Offer to Purchase and is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) This Statement is being filed by Purchaser and Parent.
Parent is a 50.1% owned subsidiary of The Alpine Group, Inc., a corporation
organized and existing under the laws of the State of Delaware ("Alpine"). The
information concerning the name, state or other place of organization, principal
business and address of the principal office of each of Purchaser, Parent and
Alpine and the information concerning the name, residence or business address,
present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment or
occupation is conducted, material occupations, positions, offices or employments
during the last five years and citizenship of each of the executive officers and
directors of Purchaser, Parent and Alpine are set forth in the Introduction,
Section 8 ("Certain Information Concerning Purchaser and Parent") and Schedule I
of the Offer to Purchase and is incorporated herein by reference.
(e) and (f) During the last five years, none of Purchaser, Parent or Alpine
and, to the best knowledge of Purchaser, Parent and Alpine, none of the persons
listed in Schedule I of the Offer to Purchase has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such laws.
ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a) The information set forth in Section 8 ("Certain Information Concerning
Purchaser and Parent") of the Offer to Purchase is incorporated herein by
reference.
(b) The information set forth in the Introduction, Section 8 ("Certain
Information Concerning Purchaser and Parent") and Section 10 ("Background of the
Offer; Contacts with the Company; the
Merger Agreement; Stockholders Agreement; Voting Agreement") of the Offer to
Purchase is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(c) The information set forth in Section 9 ("Financing of the Offer and
the Merger") of the Offer to Purchase is incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(e) The information set forth in the Introduction, Section 10
("Background of the Offer; Contacts with the Company; the Merger Agreement;
Stockholders Agreement; Voting Agreement") and Section 11 ("Purpose of the
Offer; Plans for the Company After the Offer and the Merger") of the Offer to
Purchase is incorporated herein by reference.
(f) and (g) The information set forth in Section 13 ("Effect of the Offer on
the Market for the Shares, Exchange Listing and Exchange Act Registration") of
the Offer to Purchase is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth on the cover page and in the Introduction,
Section 8 ("Certain Information Concerning Purchaser and Parent") and Section 10
("Background of the Offer; Contacts with the Company; the Merger Agreement;
Stockholders Agreement; Voting Agreement") of the Offer to Purchase is
incorporated herein by reference.
(b) The information set forth in the Introduction, Section 8 ("Certain
Information Concerning Purchaser and Parent") and Section 10 ("Background of the
Offer; Contacts with the Company; the Merger Agreement; Stockholders Agreement;
Voting Agreement") of the Offer to Purchase is incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
The information set forth in the Introduction, Section 8 ("Certain
Information Concerning Purchaser and Parent") and Section 10 ("Background of the
Offer; Contacts with the Company; the Merger Agreement; Stockholders Agreement;
Voting Agreement") of the Offer to Purchase is incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in the Introduction and Section 16 ("Fees and
Expenses") of the Offer to Purchase is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in Section 8 ("Certain Information Concerning
Purchaser and Parent") of the Offer to Purchase incorporated herein by
reference.
The incorporation by reference herein of the above-referenced financial
information does not constitute an admission that such information is material
to a decision by a security holder of the Company whether to sell, tender or
hold securities being sought in the Offer.
ITEM 10. ADDITIONAL INFORMATION.
(a) Not applicable
(b)-(c) The information set forth in Section 15 ("Certain Legal Matters and
Regulatory Approvals") of the Offer to Purchase is incorporated herein by
reference.
(d) Not applicable
(e) Not applicable
(f) The information set forth in the Offer to Purchase is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Form of Offer to Purchase dated October 28, 1998
(a)(2) Form of Letter of Transmittal
(a)(3) Form of Notice of Guaranteed Delivery
(a)(4) Form of Letter to brokers, dealers, commercial banks, trust companies and nominees
(a)(5) Form of Letter to clients for use by brokers, dealers, commercial banks, trust
companies and nominees
(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form
W-9
(a)(7) Summary Advertisement as published in THE WALL STREET JOURNAL on October 28, 1998
(a)(8) Press release issued on October 22, 1998
(b) Commitment Letter, dated October 21, 1998, from Bankers Trust Company to Parent
(c)(1) Agreement and Plan of Merger, dated as of October 21, 1998, among Parent, Purchaser
and the Company
(c)(2) Stockholders Agreement, dated as of October 21, 1998, among Parent, Purchaser and
certain stockholders of the Company named therein
(d) Not applicable
(e) Not applicable
(f) Not applicable
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
SUT ACQUISITION CORP.
By: /s/ XXXXXX X. XXXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board, President
and Chief Executive Officer
SUPERIOR TELECOM INC.
By: /s/ XXXXXX X. XXXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board, President
and Chief Executive Officer
October 28, 1998
EXHIBIT INDEX
EXHIBIT NO.
-----------
(a)(1) Form of Offer to Purchase dated October 28, 1998
(a)(2) Form of Letter of Transmittal
(a)(3) Form of Notice of Guaranteed Delivery
(a)(4) Form of Letter to brokers, dealers, commercial banks, trust companies and nominees
(a)(5) Form of Letter to clients for use by brokers, dealers, commercial banks, trust companies and nominees
(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
(a)(7) Summary Advertisement as published in THE WALL STREET JOURNAL on October 28, 1998
(a)(8) Press release issued on October 22, 1998
(b) Commitment Letter, dated October 21, 1998, from Bankers Trust Company to Parent
(c)(1) Agreement and Plan of Merger, dated as of October 21, 1998, among Parent, Purchaser and the Company
(c)(2) Stockholders Agreement, dated as of October 21, 1998, among Parent, Purchaser and certain
stockholders of the Company named therein
(d) Not applicable
(e) Not applicable
(f) Not applicable
